v3.26.1
GENERAL
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
GENERAL

NOTE 1: GENERAL

 

A. Organizational Background

 

Quantum X Labs Inc. (formerly known as Viewbix Inc.) (the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc. In 2015, the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company, through its subsidiary, was engaged in the development of technology for use in detection of skin cancer. On January 29, 2018, the Company ceased its business operations in this field.

 

On January 17, 2018, the Company formed a new wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 thousand (approximately $13).

 

On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Former Parent Company”), pursuant to which, Gix assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc. Effective April 30, 2026, the Company. changed its name to Quantum X Labs Inc.

 

B. Reorganization Transaction

 

On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger with Gix Media Ltd. (“Gix Media”), an Israeli company and the majority-owned (77.92%) subsidiary of Gix, the Former Parent Company and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, Merger Sub merged with and into Gix Media, with Gix Media being the surviving entity and a wholly-owned subsidiary of the Company (the “Reorganization Transaction”).

 

On September 19, 2022, the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were delivered to the Company in exchange for the Company’s shares of common stock, par value $0.0001 per share (“Common Stock”). As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, hold approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company.

 

  

QUANTUM X LABS INC. (formerly known as Viewbix Inc.)

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands (except share data)

 

NOTE 1: GENERAL (Cont.)

 

B. Reorganization Transaction (Cont.)

 

In connection with the closing of the Reorganization Transaction, the Company filed an Amended and Restated Certificate of Incorporation (the “Amended COI”) with the Secretary of State of Delaware, effective as of August 31, 2022, pursuant to which, concurrently with the effectiveness of the Amended COI, the Company, among other things, effected a reverse stock split of its common stock at a ratio of 1-for-28.

 

As the Company and Gix Media were consolidated both by the Former Parent Company and Xylo Technologies Ltd. (formerly known as Medigus Ltd.) (the “Ultimate Parent”), before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the financial information of the Company and Gix Media is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media, as it is reflected in the consolidated financial statements of the Former Parent Company, for all periods preceding March 1, 2022, the date the Ultimate Parent obtained a controlling interest in the Former Parent Company and as it is reflected in the consolidated financial statements of the Ultimate Parent for all periods subsequent to March 1, 2022.

 

C. Business Overview

 

The Company and its subsidiaries (the “Group”) are focused on quantum technology, digital advertising and computing and enterprise artificial intelligence (AI) solutions.

 

The Company, through its subsidiaries Gix Media and the former majority-owned subsidiary of Gix Media, Cortex Media Group Ltd. (“Cortex”), operates in the field of digital advertising. As of November 2025, the Company had two main activities which were reported as separate operating segments: the search segment and the digital content segment. On November 9, 2025, Gix Media sold all of its holdings in Cortex (see note 6.A). Subsequently, the Company ceased its operations in the digital content segment.

 

The search segment develops a variety of technological software solutions, which perform automation, optimization, and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. The search segment activity is conducted by Gix Media.

 

The digital content segment was engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, by utilizing such content to obtain and route internet user traffic for its customers. The digital content segment activity was conducted by Cortex until November 9, 2025 (see note 6.A).

 

On March 24, 2025, the Company entered into a securities exchange agreement with Metagramm Software Ltd. (“Metagramm”) and all of the shareholders of Metagramm, pursuant to which the Company acquired 100% of Metagramm’s share capital in exchange for consideration equal to $5,159. The consideration was paid to Metagramm’s shareholders in the form of 1,323,000 shares of common stock of the Company, representing 19.99% of the Company’s issued and outstanding share capital (see note 6.B).

 

 

QUANTUM X LABS INC. (formerly known as Viewbix Inc.)

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands (except share data)

 

NOTE 1: GENERAL (Cont.)

 

C. Business Overview (Cont.)

 

Metagramm specializes in developing advanced writing assistance tools that leverage artificial intelligence, machine learning and natural language processing technologies. Metagramm’s main product, “Bubbl” is a writing tool designed to provide personalized and customized text tailored to the user’s unique expression and can translate various languages into English. Metagramm licenses its products on a subscription basis to businesses and individual customers.

 

On March 4, 2026, the Company completed the acquisition of Quantum X Labs Ltd. (“Quantum Israel”), a private company that operates as a multi-disciplinary quantum technology hub, pursuant to a definitive share purchase agreement dated December 15, 2025 (the “Agreement Date”). Following the acquisition, Quantum Israel became a wholly owned subsidiary of the Company. In consideration for the acquisition, the Company issued common stock and pre-funded warrants representing approximately 40% of its capital stock as of the Agreement Date, with potential additional consideration of up to 12,702,847 shares of the Company’s common stock or pre-funded warrants upon the achievement of specified post-closing milestones (see note 6.C).

 

Quantum Israel is focused on developing and promoting quantum algorithms for the transportation, drug discovery and security segments as well as developing quantum- based GPS replacement and quantum atom accuracy solutions. Its mission is to research, develop, and own quantum technology intellectual property that addresses major challenges emerging as the quantum revolution scales into commercial and industrial use. Quantum Israel combines deep academic research with practical engineering to create deployable quantum solutions.

 

D. Impact of the War in Israel

 

On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces responded. In addition, Iran, Hezbollah and the Houthi movement attacked military and civilian targets in Israel, to which Israel responded, including through increased air and/or ground operations in Lebanon, Syria, Yemen and Iran. Following years of conflict in the region, on October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. On February 28, 2026, the United States and Israel launched joint combat operations in Iran to which Iran and Hezbollah responded with ballistic missile and drone attacks on Israel as well as other countries and U.S. military bases in the region. Although the United States and Iran have announced ceasefire and de-escalation arrangements from time to time, including a memorandum of understanding entered into on June 17, 2026 that contemplates the termination of military operations on multiple fronts, hostilities have resumed and may continue or escalate. How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region last and become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. The intensity and duration of the security situation in Israel have been difficult to predict, as are the economic implications on the Company’s business and operations and on Israel’s economy in general

 

As the Group’s customers are mainly in the U.S. and Europe, its operations, revenues, and profitability are not directly affected by the security situation in Israel. However, this is an ongoing event and there is uncertainty regarding its duration, nature, and scope, management is unable to reasonably estimate the extent of the impact at this time.

 

 

QUANTUM X LABS INC. (formerly known as Viewbix Inc.)

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands (except share data)

 

NOTE 1: GENERAL (Cont.)

 

E. Cortex Adverse Effect

 

In April 2024, the Company was informed by Cortex that a significant customer of Cortex recently notified Cortex it will stop advertising on Cortex’s sites, as part of its policy decision to cease advertising on Made for Advertising (“MFA”) sites (the “Cortex Adverse Effect”). The Cortex Adverse Effect, which has materially affected Cortex’s business and operations, has occurred following certain recent developments relating to publishers that are categorized by a number of on-line advertisers as MFA, including decisions made by leading media on-line advertisers to prioritize different media categories and implement publishing restrictions in connection with MFA. Due to the Cortex Adverse Effect and additional circumstances as explained in note 3, the Company recorded impairments in the goodwill and intangible assets related to the digital content segment of $5,525 as of December 31, 2025. On November 9, 2025, Gix Media sold all of its holdings in Cortex (see notes 3 and 6.A).

 

F. Filing of Insolvency Petition Against Gix Media

 

On March 27, 2025, a petition (the “Petition”) was filed with the District Court of Tel Aviv-Jaffa (the “Court”) for a court order to commence insolvency proceedings against Gix Media. The Petition was filed by a primary service provider of Gix Media (the “Service Provider”) alleging that Gix Media owes it approximately $260 (excluding linkage differentials and interest) and that Gix Media is unable to repay its debts to the Service Provider.

 

On July 16, 2025, the Court approved a settlement agreement entered into between Gix Media, the Service Provider and other creditors of Gix Media that joined the Petition (collectively, the “Service Providers”) with respect to the debts owed by Gix Media to the Service Providers. In connection with the settlement agreement, the Company agreed to provide a guarantee for the debts owed by Gix Media to the Service Providers. On July 22, 2025, pursuant to the terms of the settlement agreement, Gix Media paid approximately $1.13 million to the Service Providers as payment in full of the debts owed to the Service Providers. As a result of such payment in full by Gix Media to the Service Providers, the Petition was dismissed.

 

G. Nasdaq Uplisting

 

On June 4, 2025, the Company’s shares of common stock were approved for listing on The Nasdaq Capital Market (“Nasdaq”). The Company’s shares began trading under the symbol “VBIX” on the Nasdaq on June 5, 2025 (the “Uplist Date”). The Company’s shares were previously quoted on the OTC Markets, Pink Tier under the symbol “VBIX”, and ceased to be quoted on the OTC Markets, Pink Tier at the close of business on June 4, 2025 (the “Uplist”).

 

As a result of the Uplist, the Company received during June and July 2025, aggregate gross proceeds of $2,852 in connection with a private placement and three facility agreements, consisting of $630 from the receipt of additional loans and $2,222 from the exercise of warrants (see notes 7.D, 7.E, 7.F and 10.B).

 

Effective April 30, 2026, the Company changed its name from “Viewbix Inc.” to “Quantum X Labs Inc.” and its trading symbol on the Nasdaq from “VBIX” to “QXL.”

 

 

QUANTUM X LABS INC. (formerly known as Viewbix Inc.)

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands (except share data)

 

NOTE 1: GENERAL (Cont.)

 

H. Going Concern

 

During the years ended December 31, 2024, and 2025 and the six months ended June 30, 2026, the Company experienced a decrease in its revenues from the digital content as a result of the Cortex Adverse Effect (see note 1.E). The Company also experienced a decrease in its revenues from the search segment, as a result of a decrease in user traffic acquired from third party advertising platforms, an industry-wide decrease in advertising budget, changes and updates to internet browsers’ technology, which adversely impacted the Company’s ability to acquire traffic in the search segment and a decrease in revenues from routing of traffic acquired from third-party strategic partners in the search segment, following the lack of availability of suppliers credit from such third party strategic partners.

 

As a result of the foregoing, during the six months ended June 30, 2026, the Company recorded an operating loss from continuing operations of $1,945 compared to $1,078 during the six months ended June 30, 2025. As of June 30, 2026, the Company had cash and cash equivalents of $2,435, bank loans of $1,238 and accumulated deficit of $44,167.

 

The decline in revenues and other circumstances described above raise substantial doubts about the Company’s ability to continue as a going concern during the 12-month period following the issuance date of these financial statements.

 

Management’s response to these conditions included reduction of salaries and related expenses and reduction of professional services in the research and development and selling and marketing functions, reduction of other operational expenses, such as lease costs and overheads, as well as creation of new partnerships and other new income sources.

 

In addition, the Company raised funds during 2025, increasing its cash balance, as follows: (1) pursuant to the consummation of the Uplist (as described in note 1.G above), the Company received during June and July 2025, aggregate gross proceeds of $2,852 in connection with a private placement (see note 10.B) and three facility agreements (see notes 7.D, 7.E, 7.F), consisting of $630 from the receipt of additional loans and $2,222 from the exercise of warrants and (2) on July 14, 2025, the Company closed an additional private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $4.5 million (see note 10.C).

 

Moreover, on March 4, 2026, the Company closed a private placement transaction with certain accredited investors, pursuant to which the Company received gross proceeds of $1.4 million (see note 10.D) and during June and July 2026, the Company received total proceeds of $2,413 and $1,505, respectively, from the exercise of warrants (see notes 10.A, 10.C, 10.D, 12.A and 12.C).

 

Notwithstanding the foregoing, there remains uncertainty as to whether the Company will be able to secure additional funding when needed. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern for at least a year after the issuance date of the accompanying financial statements.

 

These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

QUANTUM X LABS INC. (formerly known as Viewbix Inc.)

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. dollars in thousands (except share data)